Form MGT-7 – Annual Return
Form MGT-7 must be filed by all companies registered in India every year. Form MGT-7 is the form for filing annual returns by a company. The due date for filing MGT-7 is 60 days from the date of the Annual General Meeting. The due date for conducting annual general meeting is on or before the 30th of September following the end of the financial year. Hence, the due date for filing form MGT-7 is normally the 29th of November. In this article, we look at the procedure for filing Form MGT-7 in detail.
Penalty for Not Filing MGT-7
The penalty for not filing annual returns significantly increased in 2018 to Rs.100 per day of default. Hence, please ensure all MCA annual or income tax returns are filed before the due date at the earliest.
Due Date for 2019
For the financial year ending 31-03-2019, the due date for filing e-forms of AOC-4, AOC (CFS), and AOC-4 XBRL has been extended till 31st December 2019. The respective notification can be accessed here:AOC-4_Extension of due date
Due Date for 2019 – Applicable only to UT of J&K and Ladakh
Considering the requests from various sections belong to the newly formed Union territories of Jammu & Kashmir and Ladakh, the due date for filing financial statements of the company (without penalty) has been further extended to 31st March 2020 for the financial year ended 31st March 2019 due to the disturbances in internet services. This applies to e-forms of AOC-4, AOC-4 (CFS), AOC-4 XBRL, and e-form MGT-7. The notification can be accessed here:Extension-of-due-date
Information Filed in Form MGT-7
In Form MGT-7, the company would have to declare the following information about the financial year for which the form is filed:
- Registered office, principal business activities, particulars of its holding, subsidiary, and associate companies.
- Shares, debentures, and other securities and shareholding patterns.
- Details of indebtedness.
- Details of members and debenture-holders, along with changes therein since the close of the previous financial year
- Promoters, directors, key managerial personnel, and changes therein since the close of the previous financial year.
- Meetings of members or a class thereof, Board and its various committees along with attendance details.
- Remuneration of directors and key managerial personnel.
- Penalty or punishment imposed on the company, its directors or officers and details of compounding of offenses and appeals made against such penalty or punishment;
- Matters relating to certification of compliances, disclosures as may be prescribed;
- Shareholding pattern of the company; and such other matters as required.
To prepare and file form MGT-7, financial and operation information about the financial year would be required. Hence, before preparing MGT-7, a copy of the company’s audited financial statement would be required.
Documents Filed in Form MGT-7
The following documents must be filed with Form MGT-7:
- A list of shareholders and debenture holders would be mandatory if the company has a share capital.
- Approval letter for extension of AGM would be mandatory if AGM due date were extended.
- Copy of MGT-8 will be mandatory in case of a listed company or a company having paid-up share capital of Ten Crore rupees or more or a turnover of Fifty Crore rupees or more.
Section 92 of the Companies Act
Section 92(1) of the Companies Act deals with the filing of MGT-7 or company annual returns. Section 92 is reproduced below for reference:
Section 92(1): Every company shall prepare a return (hereinafter referred to as the annual return) in the prescribed form containing the particulars as they stood on the close of the financial year regarding—
(a) its registered office, principal business activities, particulars of its holding, subsidiary and associate companies;
(b) its shares, debentures, and other securities and shareholding pattern;
(c) its indebtedness;
(d) its members and debenture-holders, along with changes therein since the close of the previous financial year;
(e) its promoters, directors, and key managerial personnel, along with changes therein since the close of the previous financial year;
(f) meetings of members or a class thereof, Board and its various committees, along with attendance details;
(g) remuneration of directors and key managerial personnel;
(h) penalty or punishment imposed on the company, its directors or officers and details of compounding of offenses and appeals made against such penalty or punishment;
(i) matters relating to certification of compliances, disclosures as may be prescribed;
(j) details, as may be prescribed, in respect of shares held by or on behalf of the Foreign Institutional Investors indicating their names, addresses, countries of incorporation, registration, and percentage of shareholding held by them; and
(k) such other matters as may be prescribed and signed by a director and the company secretary, or where there is no company secretary, by a company secretary in practice:
Provided that in relation to One Person Company and small company, the company secretary shall sign the annual return, or where there is no company secretary, by the company director.